Terms & conditions

HADDONSTONE (USA) LIMITED TERMS & CONDITIONS OF SALE

1. INTERPRETATION

(i) In these Conditions: “Buyer” means the person whose order for the Products is accepted by
the Seller.
“Conditions” means these standard terms and conditions of sale and (unless the context
otherwise requires) includes any special terms and conditions agreed in writing between the
Buyer and the Seller.
“Contract” means the contract for the purchase and sale of the Products.
“Delivery” means the actual or deemed delivery of the Products in accordance with Clause
6.
“Delivery Address” means the place where the Products are to be delivered as specified in
the Order Acknowledgement. “
Products” means the products (including any installment of the products) which the Seller is
to supply in accordance with these Conditions.
“Specification” means any specification set out in the Order Acknowledgement. “Officer”
means Company Secretary, Treasurer, President or Vice President.
“Order Acknowledgement” means the acceptance in writing by the Seller in response to the
Buyer’s order, to sell the Products in accordance with the Seller’s quotation.
“Seller” means HADDONSTONE (USA) LIMITED.
(ii) Any reference in these Conditions to any provision of a statute shall be construed as a
reference to that provision as amended, re-enacted or extended at the relevant time.

2. BASIS OF THE SALE

(i) The Seller shall sell and the Buyer shall purchase the Products in accordance with any
written order of the Buyer which is accepted by the Seller by way of the Order
Acknowledgement, subject in either case to these Conditions, which shall govern the Contract
to the exclusion of any other terms and conditions.
(ii) No variation to these Conditions shall be binding on the Seller unless agreed in writing by an
Officer of the Seller.
(iii) The Seller’s employees or agents are not authorized to make any representations
concerning the Products unless confirmed by an Officer of the Seller in writing. In entering into
the Contract the Buyer acknowledges that it does not rely on, and waives any claim for breach
of, any such representations which are not so confirmed.
(iv) Any advice or recommendation given by the Seller or its employees or agents to the Buyer
or its employees or agents as to the Products which is not confirmed in writing by the Seller is
followed or acted upon entirely at the Buyer’s own risk, and accordingly the Seller shall not be
liable for any such advice or recommendation which is not so confirmed.
(v) Any typographical or clerical errors or omissions in any sales literature, quotation, price list,
acceptance of offer, invoice or other document or information issued by the Seller shall be
subject to correction without any liability on the part of the Seller.

3. ORDERS

(i) No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and
until:
(a) the order is confirmed by way of the Order Acknowledgement; and
(b) the Seller has received a deposit equal to 50% of the Price of the Products; provided,
however, that for orders place through Seller’s website, 100% is due at the time the
order is placed.
(ii) The quantity, quality and description of and any Specification for the Products shall be those
set out in the Order Acknowledgement.

4. PRICE OF THE PRODUCTS

(i) The Price of the Products shall be the price quoted by the Seller and confirmed in the Order
Acknowledgement.
(ii) The Seller reserves the right, by giving notice to the Buyer at any time before Delivery to
increase the Price of the Products to reflect any increase in the cost to the Seller due to any
change in delivery dates, quantities or specifications for the Products which is requested by the
Buyer, increases in freight or shipping costs, or any delay caused by any instructions of the
Buyer or failure of the Buyer to give the Seller adequate information or instructions.
(iii) Except as otherwise stated in the Order Acknowledgement all prices shall be ex-works
Seller’s warehouse and where the Seller agrees to deliver the Products other than at the
Seller’s warehouse, the Buyer shall be liable to pay the Seller’s charges for any transportation,
packaging and insurance.
(iv) The Price is exclusive of any applicable sales, use or other taxes, or duties, which the Buyer
shall be additionally liable to pay or reimburse to the Seller.
(v) It is always possible that, despite our efforts, some of the Products we sell may be incorrectly
priced. We will normally check prices before sending you the Order Acknowledgement. If the
Products’ correct price in our Order Acknowledgement is higher than the price stated to you, we
will contact you for your instructions before we accept your Order. If we accept and process
your Order where a pricing error is obvious and unmistakable and could reasonably have been
recognized by you as a mispricing, we may end the Contract, refund you any sums you have
paid and require the return of any Products provided to you.

5. TERMS OF PAYMENT

(i) The Buyer shall pay a deposit equal to at least 50% of the Price of the Products at the time of
submission of the Buyer’s order.
(ii) The Buyer shall pay the balance of the Price of the Products before the time of Delivery.
Time of payment of the Price shall be of the essence of the Contract.
(iii) If the Buyer fails to make any payment on the due date then, without limitation to any other
right or remedy available to the Seller, the Seller shall be entitled to:
(a) cancel the Contract or suspend any further deliveries to the Buyer;
(b) apply any payment made by the Buyer to such of the Products (or the Products
supplied under any other contract between the Buyer and the Seller) as the Seller may
in its sole discretion think fit (notwithstanding any purported application by the Buyer);
and
(c) charge interest to the Buyer at the lower of the rate of 3½% per annum above the
Wall Street Journal prime rate from time to time or the highest rate allowed by law, on
the unpaid balance (such interest to accrue on a day to day basis from the due date for
payment until receipt by the Seller of the full amount whether before or after any
judgment);
(d) the Buyer shall indemnify the Seller against all costs and expenses (including any
legal costs and expenses on a full indemnity basis) incurred or sustained by the Seller in
recovering sums due or in exercising its rights pursuant to this Clause.

6. DELIVERY

(i) Delivery shall occur when the Seller or its carrier arrives at the Delivery Address and notifies
the Buyer of such arrival, or where physical conditions surrounding the Delivery Address do not
allow the carrier to reach its destination delivery shall occur at the place the journey is
terminated when notified to the Buyer. Delivery shall also occur on the date the Seller proposes
to make delivery where the Seller advises that the Products will be dispatched and the Buyer
indicates that he will not take deliveries on such date. Where the Products are picked up or to
be picked up by the Buyer, delivery occurs when they are made available to the Buyer or its
carrier at the Seller’s warehouse or when the Seller notifies the Buyer that the Products are
available for pickup. The Buyer warrants that in cases where Delivery is to be made by road
transport by the Seller or by its carrier sufficient and suitable access to the designated delivery
destination including a road surface capable of withstanding the weight and size of the transport
and loads is available. In the event of any additional costs or expenses being incurred by the
Seller directly or indirectly through its carrier the full amount thereof will be payable on demand.
(ii) The Buyer shall be responsible at its expense for off-loading of the Products except where
agreed otherwise in writing.
(iii) Any dates quoted for Delivery of the Products are approximate only and the Seller shall not
be liable for any delay in Delivery of the Products howsoever caused.
(iv) The Seller reserves the right to Deliver the Products in installments.
(v) If the Buyer fails to take Delivery of the Products or fails to give the Seller adequate Delivery
instructions when notified that the Products are ready for Delivery then, without limitation to any
other right or remedy available to the Seller, the Seller may:
(a) store the Products until actual Delivery and charge the Buyer its storage charges
current at the date thereof (including insurance); and
(b) in the event that the Buyer fails to accept Delivery for a period of three months the
Seller may sell the Products at the best price readily obtainable and (after deducting all
storage, packing, unpacking, transport and abortive Delivery costs and selling expenses)
charge the Buyer for any shortfall below the price under the Contract.

7. RISK AND SECURITY INTEREST

(i) Risk of damage to or loss of the Products shall pass to the Buyer upon Delivery.
(ii) Notwithstanding Delivery of the Products and the passing of risk of damage to or loss of the
Products, or any other provision of these Conditions, the Seller shall retain a purchase money
security interest in the Products until the Seller has received in cash or immediately available
funds payment in full of the Price of the Products and all other Products agreed to be sold by the
Seller to the Buyer for which payment is then due.
(iii) The Seller shall be entitled at any time during which it retains a security interest in the
Products to require the Buyer to deliver up the Products to the Seller and, if the Buyer fails to do
so forthwith, to enter upon any premises of the Buyer or any third party where the Products are
situated and repossess the Products in accordance with the provisions of the Uniform
Commercial Code and local law.

8. WARRANTIES AND LIABILITY

(i) Subject to the conditions set forth below the Seller warrants that the Products will correspond
in all material respects with any Specification for the Products forming part of the Contract at the
time of Delivery and at the time will be free from material defects in materials and workmanship.
This warranty is as follows:
(a) The images of the Products on this website and all promotional literature (including
but not limited to Seller’s catalog) are for illustrative purposes only. Although Seller has
made every effort to display the colors accurately, we cannot guarantee that a device’s
display of the colors or the printing process accurately reflects the color of the Products.
Buyer’s final Products may vary slightly from those images. Although Seller has made
every effort to be as accurate as possible because all Products are handmade, all sizes,
weights, capacities, dimensions and measurements indicated are for guidance only.
(b) Please note that any color sample provided by Seller should be used as a color guide
only. While Seller tries its best, colors may not perfectly match each other due to
differences in texture, finish and raw materials. In particular our Haddonstone, Teclite
and TecStone Products will differ in texture, finish and raw material due to the nature of
the Products. We may combine material types in the production of the Products which
will result in color and texture variations.
(ii) The above limited warranty is given by the Seller subject to the following conditions:
(a) the Seller shall be under no liability in respect of any defect in the Products arising
from any drawing, design or specification supplied by the Buyer;
(b) the Seller shall be under no liability in respect of any defect arising from reasonable
wear and tear, willful damage, negligence, incorrect movement, installation or erection,
failure to follow the Seller’s instructions (whether oral or in writing), misuse or alteration
or repair of the Products without the Seller’s approval.
(iii) In the event of loss or damage occurring to Products during transit where the Products are
transported by the Seller or its carrier the Buyer must give written notice to the Seller within two
working days of the date of Delivery and further where such Products are consigned by a carrier
of the Seller the Buyer must in addition comply in all respects with that carrier’s conditions of
carriage for notification for omissions from the Delivery or loss or damage in transit. The Buyer
must give written notice to the Seller within three working days of receipt of invoice if the
Products have not been delivered by the Seller or its carrier to the Delivery Address. Failure to
give written notice pursuant to this sub-clause shall mean that the Buyer shall be deemed to
have accepted the Products as being in good order and in conformity with the Contract.
(iv) Any claim by the Buyer which is based on any defect in the quality or condition of the
Products or their failure to conform to the Specification of the Products shall (whether or not
Delivery is refused by the Buyer) be notified in writing to the Seller within seven (7) days from
the date of Delivery or (where the defect or failure was not apparent on reasonable inspection)
within a reasonable time after discovery of the defect or failure. If Delivery is not refused, and
the Buyer does not notify the Seller accordingly, the Buyer shall not be entitled to reject the
Products and the Seller shall have no liability for any such defect or failure, and the Buyer shall
be bound to pay the Price as if the Products had been delivered in accordance with the
Contract.
(v) Where any valid claim in respect of any of the Products that is based on any defect in the
quality or condition of the Products or their failure to meet the specification of the Products is
notified to the Seller in accordance with these Conditions, the Seller shall be entitled, at the
Seller’s sole discretion, to replace, repair or supply a repair kit for the products (or the part in
question) free of charge or, to refund to the Buyer the Price of the Products (or a proportionate
part of the Price), but the Seller shall have no further liability to the Buyer.
(vi) EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN THE ABOVE CLAUSE 8.(i),
THE SELLER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT
TO THE PRODUCTS, AND THE SELLER EXPRESSLY DISCLAIMS ANY IMPLIED
WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
(vii) In no event shall the Seller be liable to the Buyer or any third party for any special,
incidental or consequential damages (whether for loss of profit or otherwise) costs, expenses or
other claims for consequential compensation whatsoever (and whether caused by the
negligence of the Seller, its employees or agents or otherwise) which arise out of or in
connection with the supply of the Products or their use or resale by the Buyer.
(viii) In no event shall the Seller’s total monetary liability to the Buyer under this Contract for any
and all claims or causes of action exceed the cumulative amount of the payments made by the
Buyer and actually received by the Seller for the Products under this Contract.
(ix) The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by
reason of delay in performing, or any failure to perform, any of the Seller’s obligations in relation
to the Products, if the delay or failure was due to any cause beyond the Seller’s reasonable
control. Without limitation to the generality of the foregoing, the following shall be regarded as
causes beyond the Seller’s reasonable control (“Force Majeure Events”):
(a) Act of God, weather conditions, explosion, flood, tempest, fire or accident;
(b) war or threat of war, sabotage, insurrection, civil disturbance or requisition;
(c) orders, laws, restrictions, regulations, bylaws, prohibitions or measures of any kind
on the part of any governmental, or local authority, including but not limited to public
health emergency in response to pandemic or epidemic;
(d) import or export regulations or embargoes;
(e) strikes, lock-outs or other industrial actions or trade disputes (whether involving
employees of the Seller or a third party);
(f) inability or difficulties in obtaining supplies, raw materials, labor, fuel, parts or
machinery; (g) power failure or breakdown in machinery.
(x) SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE
EXCLUSION IN CLAUSE 8. (vi), ABOVE, MAY NOT APPLY TO THE BUYER. IN THESE
STATES, THE SELLER’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT
PERMITTED BY LAW.

9. ERECTION/INSTALLATION

The erection and installation of the Products is the Buyer’s sole responsibility. The Buyer shall
ensure compliance by the Buyer’s employees, agents, contractors, licensees and customers
with the Seller’s recommendations and instructions for installation or erection of the Products.

10. MOLDS

(i) If as a result of any order the Seller has to make a custom mold for the manufacture of the
Products, the Seller reserves the right to charge the Buyer for the costs of the mold and such
costs shall be paid upon the Seller’s delivery of an invoice to the Buyer for the same. Any failure
to pay these costs may result in a delay in manufacture or cancellation of the Contract by the
Seller without limitation to its accrued rights.
(ii) Any molds created or used by the Seller to make the Products shall remain the property of
the Seller.

11. CANCELLATION, CHANGES OR DELAYS

Once accepted by the Seller and confirmed by way of Order Acknowledgement, an order is not
subject to cancellation or change except on terms acceptable and satisfactory to the Seller
which may include, among other things, Seller retaining any and all deposits made by Buyer.
Direction by the Buyer to cancel an order may be treated as a repudiation making the Buyer
immediately liable for loss, expense and other damages. In addition to retention of the Buyer’s
deposit, it is understood that a cancellation charge may be due from the Buyer to the Seller
computed on the basis of costs (direct and indirect) accumulated, including, without limitation,
labor, materials and design related to the Contract and the articles described herein, plus ten
percent (10%) of the total Contract price as liquidated damages and not as a penalty for such
cancellation. The cancellation charge shall be due and payable at the time of receipt of the
Buyer’s written notice of cancellation at the Seller’s office. In the event that the Buyer causes or
requests (a) changes to be made that affect delivery, installation, specifications, completion
dates or otherwise, or (b) the work to be delayed, whether directly or by other contractors or
because the facilities, including utilities, electrical hookup, site preparation, governmental
permits, approvals or licenses, apparatus or other conditions to be provided or arranged by the
Buyer are lacking or insufficient, the Buyer will reimburse the Seller for any expense incurred by
the Seller in respect of or resulting from each such change or delay upon presentation by the
Seller of an invoice.

12. INTELLECTUAL PROPERTY

All intellectual property rights in the molds and Products shall vest in the Seller absolutely and
the Buyer shall at the Seller’s expense execute any documents or do any acts necessary to give
effect to the vesting of such rights in the Seller.

13. GENERAL

(i) No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a
waiver of any subsequent breach of the same or any other provision.
(ii) If any provision of these Conditions is held by a competent authority to be invalid or
unenforceable, whether in whole or in part, the validity of the other provisions of these
Conditions and the remainder of the provisions in question shall not be affected thereby.
(iii) The purchase order, Seller’s Order Acknowledgment and these Conditions shall be
governed by the laws of Colorado, and the parties hereto hereby submit themselves to the
jurisdiction and venue of the federal and state courts sitting in the State of Colorado.
(iv) The remedies herein provided are cumulative and not exclusive of any rights or remedies
provided by law or equity.
(v) These Conditions, along with the duly executed purchase order (other than any additional or
different terms and conditions therein) and Seller’s Order Acknowledgment, shall be deemed to
contain the entire and only agreement between the parties relating to the subject matter hereof,
and any terms or conditions relating hereto not incorporated herein shall not be binding upon
either party.
(vi) Any dispute, controversy or claim arising out of or relating to these Conditions, the purchase
order, including, without limitation, the interpretation or the breach thereof, shall be settled by
arbitration in the City and County of Pueblo, Colorado, in accordance with the Commercial
Arbitration Rules of the American Arbitration Association then obtaining, and judgment upon the
reward rendered by a panel of three (3) arbitrators may be entered in any court having
jurisdiction hereof. The panel shall be comprised of one arbitrator selected by each of the Buyer

and the Seller, and a third arbitrator to be selected by the two arbitrators together. Judgment
upon the decision or award rendered in arbitration shall be final and binding upon the parties
hereto and may be entered in any court having jurisdiction. Notwithstanding the foregoing, this
agreement to arbitrate shall not bar either party from seeking restraining orders, temporary or
permanent injunctive relief or other equitable remedies in any court having jurisdiction thereof.
In the event that a dispute, controversy or claim is arbitrated in accordance with this Clause 13.
(vi), the Buyer and the Seller shall pay their own respective costs in connection therewith
regardless of the outcome of the arbitration

November 2023 (USA)

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